SEC Filings

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provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
(c) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid in the manner
contemplated by the Holdings LLC Agreement.
(d) Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
personal or legal representatives, executors, administrators, successors, heirs,
legatees, devisees and permitted assigns. This Agreement is for the sole
benefit of the parties hereto and, except as otherwise contemplated herein,
nothing herein expressed or implied shall give or be construed to give any
Person (including Time Warner, either directly or indirectly through its equity
interest in TWI Cable Carry LLC or such entity's equity interest in Renaissance
Holdings), other than the parties hereto, any legal or equitable rights
hereunder. This Agreement shall not be assignable by any party hereto without
the prior written consent of (i) each MSCP Fund and (ii) a majority of the
Management Investors (excluding for this purpose the Percentage Interest of any
Management Investor requesting such assignment); provided that the MSCP Funds
may assign (in whole or in part) their rights under Section 2 of this Agreement
to Renaissance Media or its Affiliates without the consent of any party
hereunder.
(e) Headings. Headings are for ease of reference only and shall not form
a part of this Agreement.
(f) Governing Law; Jurisdiction. This Agreement shall be construed and
interpreted in accordance with and governed by the law of the State of Delaware
without giving effect to the principles of conflicts of laws thereof. Any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States Court for the District
of Delaware and the Chancery Court of the State of Delaware (and of the
appropriate appellate courts therefrom), and each of the parties hereby consents
to the exclusive jurisdiction of such courts in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient form. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 5(a) shall be deemed
effective service of process on such
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